SECURITAS SECURITAS AB (publ) (incorporated with limited liability in ) €1,500,000,000 Medium Term Note Programme

Under this €1,500,000,000 Euro Medium Term Note Programme (the Programme), Securitas AB (publ) (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). This Offering Circular supersedes all previous offering circulars and supplements thereto. Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This does not affect any Notes already issued. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €1,500,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors". Application has been made to the Commission de du Secteur Financier (the CSSF) in its capacity as competent authority under the Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a supplemental Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Arrangers BNP PARIBAS Deutsche Bank

Dealers Banc of America Securities Limited Capital BNP PARIBAS Citi Commerzbank Securities Danske Bank Deutsche Bank SEB The Royal Bank of Scotland The date of this Offering Circular is 6 March 2009 This Offering Circular comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive). The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined below). This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. Save for the Issuer, no other party has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the benefit of, U.S. persons (see "Subscription and Sale" below). This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the European Economic Area (including the , Sweden and ) and Japan, see "Subscription and Sale".

All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars, to "SEK" and "Kronor" refer to Swedish Kronor, to "Sterling", "GBP' and "£" refer to pounds sterling, to "EUR", "euro" and "€" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. TABLE OF CONTENTS

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OVERVIEW OF THE PROGRAMME 5 RISK FACTORS 9 DOCUMENTS INCORPORATED BY REFERENCE 16 FORM OF THE NOTES 18 FORM OF FINAL TERMS 20 TERMS AND CONDITIONS OF THE NOTES 32 USE OF PROCEEDS 54 DESCRIPTION OF THE ISSUER 55 TAXATION 67 SUBSCRIPTION AND SALE 69 GENERAL INFORMATION 72

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. OVERVIEW OF THE PROGRAMME

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that the Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of listed Notes only and if appropriate, a supplemental Offering Circular will be published. This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of the Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive. Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meanings in this Overview. Issuer: Securitas AB (publ) Description: Euro Medium Term Note Programme Risk Factors: There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme. These are set out under "Risk Factors" below and include operational risks and financial risks. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under "Risk Factors" and include the fact that the Notes may not be a suitable investment for all investors, certain risks relating to the structure of particular Series of Notes and certain market risks. Arrangers: BNP PARIBAS Deutsche Bank AG, Branch Dealers: Banc of America Securities Limited Barclays Bank PLC BNP PARIBAS Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Danske Bank A/S Deutsche Bank AG, London Branch Nordea Bank Danmark A/S Skandinaviska Enskilda Banken AB (publ) The Royal Bank of Scotland pic and any other Dealers appointed in accordance with the Programme Agreement. Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Said') including the following restrictions applicable at the date of this Offering Circular.

Notes having a maturity of less than one year Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see "Subscription and Sale". Issuing and Principal Paying BNP Paribas Securities Services, Luxembourg Branch. Agent: Programme Size: Up to €1,500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

Currencies: Subject to any applicable legal or regulatory restrictions, any currency agreed between the Issuer and the relevant Dealer. Redenomination: The applicable Final Terms may provide that certain Notes may be redenominated in euro. Maturities: Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. Issue Price: Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Form of Notes: The Notes will be issued in bearer form as described in "Form of the Notes': Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer and on redemption, and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer. Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined: (i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or (iii) on such other basis as may be agreed between the Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes. Index Linked Notes: Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree. Other provisions in relation Floating Rate Notes and Index Linked Interest Notes may also have to Floating Rate Notes and a maximum interest rate, a minimum interest rate or both. Index Linked Interest Notes: Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer. Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree. Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest. Redemption: The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution, see "Certain Restrictions - Notes having a maturity of less than one year" above. Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see "Certain Restrictions - Notes having a maturity of less than one yeai" above and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction, subject as provided in Condition 7. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances provided in Condition 7, be required to pay additional amounts to cover the amounts so deducted. Negative Pledge: The terms of the Notes will contain a negative pledge provision as further described in Condition 3. Cross Default: The terms of the Notes will contain a cross default provision as further described in Condition 9. Status of the Notes: The Notes will constitute direct, unconditional, unsubordinated and, subject to the provisions of Condition 3, unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding. Rating: The rating of a certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Listing and admission to Application has been made to the Luxembourg Stock Exchange for trading: Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. Governing Law: The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law. Selling Restrictions: There are specific restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom, Sweden and France) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see "Subscription and Sale". United States Selling Regulation S, Category 2, TEFRA D/TEFRA not applicable, as Restrictions: specified in the Final Terms. RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including the documents incorporated by reference) and reach their own views prior to making any investment decision.

Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme Risks in connection with the Issuer's ongoing operations fall into two main categories; operational risks and financial risks. Operational risks are managed with a decentralised approach in local operations and the financial risks are managed centrally in the Group's Treasury Centre. In addition to the aforesaid risks, the Issuer may also be exposed to certain risks connected to the acquisitions made by the Group (as defined in "Description of the Issuer"').

Operational Risks Operational risks are risks associated with the day to day operations and the services provided to the customers.

Service quality Risks relating to the quality of service provided by the Issuer may arise when sen/ices do not meet the required standards and may result in loss of property, damage to property or bodily injury which may in turn result in claims from customers, employees or third parties. High standards in training, recruitment and supervision of employees are essential for a high service quality and are implemented by the Issuer, together with a business risk evaluation model to assess these types of operational risks on an ongoing basis. The Issuer has insurance contracts in place to reduce the impact of any claims arising.

Customers The Issuer has a large and diversified customer base and is not dependent upon any single customer. However, there can be no assurance that the loss of a key customer or a number of key customers would not have a significant adverse impact on future sales, profit and market share of the Issuer.

Shortage of labour The Issuer needs to have access to well functioning local labour markets in the countries in which it operates. A shortage of labour in such markets may impact the Issuer's ability to recruit new employees and replace leaving employees and therefore may restrict the Issuer's possibilities to expand the business and increase its profitability. By increasing the value added in the services it provides, and thereby being able to pay competitive wages, and enhancing the desirability of employment in the security industry, the Issuer aims to improve its position as an employer of choice.

PriceA/Vage

Another risk related to the operations of the Issuer, which may have an impact on its profitability, is that the Issuer may not be able to increase its prices to compensate fully for increases in wages and related costs. This could adversely affect the profitability of the Issuer, but the Issuer has historically been successful in passing on the wage and costs increases to the customers.

Legal

The Issuer and its subsidiaries are involved in a number of legal proceedings in connection with their business, please refer to "Legal Disputes" on page 60 onwards for a detailed description of ongoing litigation.

Litigation can be expensive, lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavourable resolution in any particular lawsuit could have a material adverse effect on the Issuer's business, operating results or financial condition.

Goodwill

The value of goodwill and other intangible assets are evaluated at least annually to determine whether events or circumstances indicate that the value of the assets is impaired. These evaluations include judgments on the assumptions used. Future events could cause the Issuer to conclude that impairment indicators exist and that the assets are impaired. An impairment loss could have an adverse impact on the Group's profitability. >

Provisions for pensions and similar obligations

Calculating pensions and similar obligations require management to make assumptions relating to, among other things, discount rate, expected return on plan assets and rates of compensation increase. Actual results could differ from the assumptions made. The Issuer may be required to contribute additional amounts to its pension schemes which would have a negative impact on the future profitability of the Group.

Financial Risks

These risks may arise because the Group has external financing needs and operates in a number of foreign currencies. The risks are mainly:

Interest rate risk

This risk relates to the fact that the Group's income will be affected by changes in market interest rates. The Issuer manages its exposure to changes in interest rates through a combination of fixed rate debt and floating rate debt.

Foreign currency risks

Foreign currency risk mainly relates to (i) translation risk which is the risk that the SEK value of foreign net assets or the SEK value of the foreign earnings will fluctuate due to changes in foreign exchange rates and (ii) transaction risk which is the risk that the Group's income will be affected by changes in the value of commercial flows in foreign currencies due to fluctuating exchange rates. Transaction risk is limited as the Group mainly operates in local currencies and has limited cross border flows.

10 Financing risk The financing risk is the risk that the Group may not have access to short and long term financing for its operations and expansion. The Issuer strives to have access to both short and long term credit facilities, however there can be no guarantee that it will be able to obtain external credit or at prices acceptable to it.

Credit/Counterparty risk These risks may arise from a placement of cash, accounts receivable and the use of derivative instruments. The Group has policies to ensure that sales of services are made to customers with appropriate credit quality. The Group also has policies in place to limit the credit exposure to any one financial institution. The customer credit risk, i.e. the risk of Securitas' customers not being able to fulfill their obligation of paying invoices for services being provided, has increased during the financial markets crisis. The risk is reduced by the fact that numerous customers are spread over many business sectors and geographies, and by established routines for monitoring and collecting of accounts receivable within Group companies.

Acquisitions The Issuer regularly engages in the acquisition of companies operating in the security business and may encounter difficulties in integrating new businesses and employees. The integration of new companies always carries certain risks. To a higher degree than previously, acquisitions also take place in new markets such as and . Restructuring costs may be higher than anticipated and the Issuer cannot guarantee the successful integration of acquired businesses or that such business will perform as expected once acquired.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme The Notes may not be a suitable investment for all Investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex

11 financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features:

Notes subject to optional redemption by the Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their principal; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield. The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of its particular circumstances.

12 Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally:

Modification The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide the tax authorities of another Member State details of payments of interest (or

13 similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, , Luxembourg and are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories, including , have adopted similar measures (a withholding system in the case of Switzerland). On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive which included a number of suggested changes. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

Change of law The conditions of the Notes are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular.

Notes where denominations involve integral multiples: definitive Notes In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more

14 price volatility than conventional debt securities, liquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk- based capital or similar rules.

15 DOCUMENTS INCORPORATED BY REFERENCE

The following documents which are published simultaneously with this Offering Circular and have been filed with the CSSF shall be incorporated in, and form part of, this Offering Circular: (a) the Annual Reports of the Issuer for the financial years ended 31 December 2006 and 31 December 2007 respectively, which include the auditors report and audited consolidated and non-consolidated annual financial statements of the Issuer for the financial years ended 31 December 2006 and 31 December 2007 respectively, including the information set out at the following pages in particular: 31 December 31 December Consolidated Financial Information 2007 2006 Balance Sheet Page 48 Page 70 Statement of Income Page 46 Page 68 Statement of cash flow Page 47 Page 69 Capital employed and financing Page 49 Page 71 Notes and Comments to the Consolidated Financial Statements Pages 52-81 Pages 74-99 31 December 31 December Non-Consolidated Financial Information 2007 2006 Balance Sheet Page 84 Page 102 Statement of Income .. Page 83 Page 101 Statement of cash flow Page 83 Page 101 Notes and Comments to the Non-Consolidated Financial Statements Pages 86-89 Pages 104-107 Audit Report Page 91 Page 109 (b) the consolidated unaudited interim financial statements of the Issuer in respect of the twelve months ended 31 December 2008, including the information set out at the following pages in particular: Group Development Page 4-5 Development of the Group's Business Segments Page 6-10 Cash Flow Page 11 Capital Employed and Financing Page 12-13 Acquisitions Page 14-16 Other Significant Events Page 17 Risks and Uncertainties Page 18 Accounting Principles Page 20 Review Report Page 22 Statement of Income Page 23 Statement of Cash Flow Page 23-24 Statement of Capital Employed and Financing Page 24 Balance Sheet Page 24 Statement of Recognised Income and Expenses Page 25 Data per Share Page 25 Segment Overview Page 26 Notes to the Financial Statements Page 27-31 Any information not listed in the cross reference lists above but included in the documents incorporated by reference, is given for information purposes only.

16 Following the publication of this Offering Circular a supplement may be prepared by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Offering Circular or in a document which is incorporated by reference in this Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular. Copies of documents incorporated by reference in this Offering Circular can be obtained from the office of the Issuer set out at the end of this Offering Circular and from the principal offices of the Issuing and Principal Paying Agents for the time being in Luxembourg. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Offering Circular which is capable of affecting the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes.

17 FORM OF THE NOTES

Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a Temporary Global Note) which will: (i) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream, societe anonyme (Clearstream, Luxembourg); (ii) if the Global Notes are not intended to be issued in NGN form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for, Euroclear and Clearstream, Luxembourg. Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not inended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent. On and after the date (the Exchange Date) which is 40 days after the Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (i) interests in a Permanent Global Note (a Permanent Global Note) of the same Series or (ii) for definitive Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused. Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification. The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons attached upon either (i) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) to the Agent as described therein or (ii) only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent Global Note in definitive form. The Issuer will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) may give notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Agent requesting

18 exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent. The following legend will appear on all Notes which have an original maturity of more than 365 days and on all receipts and interest coupons relating to such Notes: "ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 1650) AND 1287(a) OF THE INTERNAL REVENUE CODE." The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons. Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be. Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms. A Note may be accelerated by the holder thereof in certain circumstances described in Condition 9. In such circumstances, where any Note is still represented by a Global Note and the Global Note (or any part thereof) has become due and repayable in accordance with the Terms and Conditions of such Notes and payment in full of the amount due has not been made in accordance with the provisions of the Global Note then the Global Note will become void at 8.00 p.m. (London time) on such day. At the same time, holders of interests in such Global Note credited to their accounts with Euroclear and/or Clearstream, Luxembourg, as the case may be, will become entitled to proceed directly against the Issuer on the basis of statements of account provided by Euroclear and/or Clearstream, Luxembourg on and subject to the terms of a deed of covenant (the Deed of Covenant) dated 6 March 2009, executed by the Issuer.

19 FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of at least EUR 50,000 (or its equivalent in another currency). [Date] SECURITAS AB (publ) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the €1,500,000,000 Euro Medium Term Note Programme PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 6 March 2009 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing at www.bourse.lu and during normal business hours at the registered office of the Issuer and from the specified offices of the Paying Agents in London and Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Offering Circular dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) and must be read in conjunction with the Offering Circular dated 6 March 2009 which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circulars dated 6 March 2009 and [original date]. Copies of such Offering Circulars are available for viewing at www.bourse.lu and during normal business hours at the registered office of the Issuer and from the specified offices of the Paying Agents in London and Luxembourg. [Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency] 1. (i) Series Number: [ ] (ii) Tranche Number: [ ] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 2. Specified Currency or Currencies: [ ]

20 3. Aggregate Nominal Amount:

(i) Tranche:

(ii) Series: [ ] 4. Issue Price: [ ] per cent, of the Aggregate Nominal Amount [plus accrued interest from [insert date]] (if applicable)

5. (i) Specified Denominations: [ ] (Note - where multiple denominations above [€50,000] or equivalent are being used the following sample wording should be followed:

"[€50,000] and integral multiples of [€1,000] in excess thereof up to and including [€99,000]. No Notes in definitive form will be issued with a denomination above [€99,000].')

(N.B. If an issue of Notes is (i) NOT admitted to trading on an European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the [€50,000] minimum denomination is not required.)

(ii) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination.

If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.)

6. (i) Issue Date: [ ] (ii) Interest Commencement Date: [specify/\ssue Date/Not Applicable]

(N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)

7. Maturity Date: [Fixed rate - specify date/Floating rate - Interest Payment Date falling in or nearest to [specify month]]

8. Interest Basis: [[ ] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below)

21 9. Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other]

(N.B. If the Final Redemption Amount is other than 100 per cent, of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)

10. Change of Interest Basis or [Specify details of any provision for change of Redemption/ Payment Basis: Notes into another Interest Basis or Redemption/ Payment Basis]

11. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified below)]

12. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13. Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub­ paragraphs of this paragraph)

(i) Rate(s) of Interest: [ ] per cent, per annum [payable [annually/semi-annually/quarterly/other (specify)] in arrear] (If payable other than annually, consider amending Condition 4)

(ii) Interest Payment Date(s): [[ ] in each year up to and including the Maturity Da\e]/[specify other] (NB: This will need to be amended in the case of long or short coupons)

(iii) Fixed Coupon Amount(s): [ ] per Calculation Amount (Applicable to Notes in definitive form.) (iv) Broken Amount(s): [ ] per Calculation Amount, payable on (Applicable to Notes in definitive form.) the Interest Payment Date falling [in/on] [ ] (v) Day Count Fraction: [30/360 or Actual/Actual (ICMA) or specify other]

(vi) [Determination Date(s): [ ] in each year [(Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon. NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration

22 NB: Only relevant where Day Count Fraction is Actual/Actual (ICMA)]

(vii) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes:

14. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub­ paragraphs of this paragraph)

(i) Specified Period(s)/Specified Interest [ ] Payment Dates:

(ii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[spec/fy othei]]

(iii) Additional Business Centre(s): [ ] (iv) Manner in which the Rate of Interest [Screen Rate Determination/ISDA and Interest Amount is to be Determination/spec/fy other] determined:

(v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):

(vi) Screen Rate Determination:

Reference Rate: [ ] (Either LIBOR, EURIBOR or other, although additional information is required if other - including fallback provisions in the Agency Agreement)

Interest Determination Date(s): [ ] (Second day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)

Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure It is a page which shows a composite rate or amend the fallback provisions appropriately)

(vii) ISDA Determination:

Floating Rate Option:

Designated Maturity:

23 Reset Date: [ ] (viii) Margin(s): [+/-] [ ] per cent, per annum

(ix) Minimum Rate of Interest: [ ] per cent, per annum

(x) Maximum Rate of Interest: [ ] per cent, per annum

(xi) Day Count Fraction: [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 (ISDA) Other] (See Condition 4 for alternatives)

(xii) Fall back provisions, rounding [ ] provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

15. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub­ paragraphs of this paragraph)

(i) Accrual Yield: [ ] per cent, per annum

(ii) Reference Price: [ ] (iii) Any other formula/basis of determining [ I amount payable: (Consider applicable day count fraction if not U.S. dollar denominated)

(iv) Day Count Fraction in relation to Early [Conditions 6(e)(iii) and 6(j) apply/specify Redemption Amounts and late other] payment:'

16. Index Linked Interest Note Provisions [Applicable/Not Applicable] (// not applicable, delete the remaining subparagraphs of this paragraph)

(N.B. If the Final Redemption Amount is other than 100 per cent, of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)

(i) Index/Formula: [give or annex details]

(ii) Calculation Agent: [give name [and address]*]

(iii) Party responsible for calculating the [ ] Rate of Interest (if not the Calculation Agent) and the Interest Amount (if not the Agent):

24 (iv) Provisions for determining Coupon [need to include a description of market where calculation by reference to Index disruption or settlement events and and/or Formula is impossible or adjustment provisions] impracticable: (v) Specified Period(s)/Specified Interest Payment Dates: (vi) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/spec/Ty other]

(vii) Additional Business Centre(s): [ I (viii) Minimum Rate of Interest: [ ] per cent, per annum (ix) Maximum Rate of Interest: [ ] per cent, per annum

(x) Day Count Fraction: [ ] 17. Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub­ paragraphs of this paragraph) (N.B. If the Final Redemption Amount is other than 100 per cent, of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (i) Rate of Exchange/method of calculating [give or annex details] Rate of Exchange: (ii) Party, if any, responsible for calculating the principal and/or interest due (if not the Agent): (iii) Provisions applicable where calculation [need to include a description of market by reference to Rate of Exchange disruption or settlement disruption events and impossible or impracticable: adjustment provisions] (iv) Person at whose option Specified I ] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION 18. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining sub­ paragraphs of this paragraph) (i) Optional Redemption Date(s): I ] (ii) Optional Redemption Amount and [[ ] per Calculation Amount/spec/'fy method, if any, of calculation of such other/see Appendix] amount(s): (iii) If redeemable in part:

25 (a) Minimum Redemption Amount:

(b) Maximum Redemption Amount: [ ]

(iv) Notice period (if other than as set out [ ] in the Conditions): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) 19. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining sub­ paragraphs of this paragraph)

(i) Optional Redemption Date(s): [ ] (ii) Optional Redemption Amount and [[ ] per Calculation Amount/spec/fy method, if any, of calculation of such other/see Appendix] amount(s): (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent)

(iii) Notice period (if other than as set out [ ] in the Conditions):

20. Final Redemption Amount: [[ ] per Calculation Amount/spec/fy other/see Appendix]

(N.B. If the Final Redemption Amount is other than 100 per cent, of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)

21. Early Redemption Amount payable on [[ ] per Calculation Amount/spec/fy redemption for taxation reasons or on other/see Appendix] event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6(e):

26 GENERAL PROVISIONS APPLICABLE TO THE NOTES 22. (a) Form of Notes: [Form:] Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event] [Temporary Global Note exchangeable for definitive Notes on and after the Exchange Date] (Ensure that this is consistent with the wording in the "Form of the Notes" section in the Offering Circular and the Notes themselves. N.B. The exchange upon notice/at any time options or Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date option should not be expressed to be applicable if the Specified Denomination of the Notes in paragraph 5 includes language substantially to the following effect: "[€50,000] and integral multiples of [€1,000] in excess thereof up to and including [€99,000]." Furthermore, such Specified Denomination is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.) (b) [New Global Note: [Yes][No]] 23. Additional Financial Centre(s) or other [Not Applicable/avVe details] special provisions relating to Payment (Note that this paragraph relates to the place Dates: of payment and not Interest Period end dates to which sub-paragraphs 14(iii) and 16(vi) relate) 24. Talons for future Coupons or Receipts [Yes/No. If yes, give details] to be attached to definitive Notes (and dates on which such Talons mature): 25. Details relating to Partly Paid Notes: [Not Applicable/g/Ve details. NB: a new form of amount of each payment comprising the Temporary Global Note and/or Permanent Issue Price and date on which each Global Note may be required for Partly Paid payment is to be made and issues] consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 26. Details relating to Instalment Notes: (i) Instalment Amount(s): [Not Applicable/ovVe details] (ii) Instalment Date(s): [Not Applicable/g/Ve details]

27 27. Redenomination applicable: Redenomination [not] applicable (if Redenomination is applicable, specify the terms of the redenomination in an Annex to the Final Terms) 28. Other final terms or special conditions: [Not Applicable/fif/Ve details] [(When adding any other final terms consideration should be given as to whether such terms constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

DISTRIBUTION 29. (i) If syndicated, names [and addresses]* [Not applicable/g/Ve names [and addresses]*] of Managers: (If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a firm commitment basis and names of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers.)*

(ii) Date of Subscription Agreement:* [ T (iii) Stabilising Manager (if any): [Not Applicable/g/ve name] 30. If non-syndicated, name [and address]* [Name [and address]*] of relevant Dealer: 31. U.S. Selling Restrictions: [TEFRA D/TEFRA not applicable] 32. Additional selling restrictions: [Not Applicable/gf/ve details]

PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on the Regulated Market of the Luxembourg Stock Exchange and admission to trading on to the Official List of the Luxembourg Stock Exchange of the Notes described herein pursuant to the €1,500,000,000 Euro Medium Term Note Programme of Securitas AB (publ).

RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Final Terms. [[Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to an index or its components] has been extracted from [specify source]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.] Signed on behalf of Securitas AB (publ):

By:

28 Duly authorised If the applicable Final Terms specifies any modification to the Terms and Conditions of the Notes as described herein, it is envisaged that, to the extent that such modification relates only to Conditions 1, 4, 5, 6 (except Condition 6(b)), 10, 11, 12, 13 (insofar as such Notes are not listed or admitted to trade on any stock exchange) or 15, they will not necessitate the preparation of a supplement to this Offering Circular. If the Terms and Conditions of the Notes of any Series are to be modified in any other respect, a supplement to this Offering Circular will be prepared, if appropriate.

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING (i) Listing and Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and listing on to the Official List of the Luxembourg Stock Exchange with effect from [ ].] [Not Applicable.] (Where documenting a fungible issue need to indicate that original securities are already admitted to trading.)*

(ii) Estimate of total expenses related [ ] to admission to trading:

RATINGS Ratings: The Notes to be issued have been rated:

[S&P: [ ]] [Moody's: [ 11 [Fitch: [ ]] [[Other]: [ ]] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. - Amend as appropriate if there are other interests] [(When adding any other description, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i) Reasons for the offer: [ ] [(ii)] Estimated net proceeds: [ ]

29 [(iii)] Estimated total expenses: [ ]] (N.B.: Delete unless the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, in which case (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks and, where such reasons are inserted in (i), disclosure of net proceeds and total expenses at (ii) and (Hi) above are also required.)

5. YIELD (Fixed Rate Notes only)

Indication of yield: [ ] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-linked Notes only)

[Need to include details of where past and future performance and volatility of the index/formula can be obtained.]

[Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.]

[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.]

[(When completing the above paragraphs, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

The Issuer [intends to provide post-issuance information [specify what information will be reported and where it can be obtained]] [does not intend to provide post-issuance information].

(N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)

PERFORMANCE OF RATE[S] OF EXCHANGE (Dual Currency Notes only)*

[Need to include details of where past and future performance and volatility of the relevant rates can be obtained.]

[(When completing this paragraph, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Offering Circular under Article 16 of the Prospectus Directive.)]

(N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)

30 8. OPERATIONAL INFORMATION

(i) ISIN Code: [ ] (ii) Common Code: [ ] (iii) Any clearing system(s) other than [Not Applicable/g/Ve name(s) and number(s)] Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme and the relevant identification number(s): (iv) Delivery: Delivery [against/free of] payment

(v) Names and addresses of additional [ ] Paying Agent(s) (if any): *[(vi)] Intended to be held in a manner [Yes][No] which would allow Eurosystem eligibility: [Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if "yes" selected in which case the Notes must be issued in NGN form]]

Notes: Delete if the Notes are not derivative securities to which Annex XII of the Prospectus Directive relates

31 TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the rules of the relevant stock exchange (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to "Form of the Notes" for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Securitas AB (publ) (the Issuer) pursuant to the Agency Agreement (as defined below). References herein to the Notes shall be references to the Notes of this Series and shall mean: (i) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency; (ii) any Global Note; and (iii) any definitive Notes issued in exchange for a Global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 6 March 2009 and made between the Issuer, BNP Paribas Securities Services, Luxembourg Branch as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent) and the other paying agent named therein (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agents). Interest bearing definitive Notes have interest coupons (Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue. The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplements these Terms and Conditions (the Conditions) and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to, or endorsed on, this Note. Any reference to Noteholders or holders in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a global Note, be construed as provided below. Any reference herein to Receiptholders shall mean the holders of the Receipts and any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii)

32 identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. The Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of the Deed of Covenant (the Deed of Covenant) dated 6 March 2009 and made by the Issuer. The original of the Deed of Covenant is held by the common depositary for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below). Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal business hours at the specified office of each of the Paying Agents. Copies of the applicable Final Terms are available for viewing at the registered office of the Issuer and the Agent and copies may be obtained from those offices save that, if this Note is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, the Deed of Covenant and the applicable Final Terms which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

1. FORM, DENOMINATION AND TITLE The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable. Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The Issuer and the Paying Agents will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV, (Euroclear) and/or Clearstream Banking, societe anonyme, (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any

33 person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

2. STATUS OF THE NOTES Status of the Notes The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

3. NEGATIVE PLEDGE So long as any of the Notes remains outstanding (as defined in the Agency Agreement), the Issuer will ensure that no Relevant Indebtedness (as defined below) of the Issuer or any of its Subsidiaries (as defined below) will be secured by any mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of the present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer or any of its Subsidiaries unless the Issuer shall, in the case of the creation of the Security Interest, before or at the same time and, in any other case, promptly, take any and all action necessary to ensure that: (i) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as shall be approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three-fourths of the votes cast) of the Noteholders EXCEPT THAT the foregoing provision shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary of the Issuer after the date of the creation of such Security Interest, which Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary of the Issuer and does not extend to or cover any assets of the Issuer or any of its other Subsidiaries PROVIDED THAT the amount of Relevant Indebtedness secured by such Security Interest shall not be increased after the date such entity becomes a Subsidiary of the Issuer. For the purposes of these Terms and Conditions: (a) Relevant Indebtedness means (i) any present or future indebtedness which has an initial maturity of more than 12 months (whether being principal, premium, interest or other amounts) represented or evidenced by notes, bonds, debentures, debenture stock, loan stock or other securities which for the time being are, or are intended to be, quoted, listed,

34 dealt in or traded on any stock exchange, over-the-counter or other securities market and (ii) any guarantee or indemnity of any such indebtedness; and (b) Subsidiary means a subsidiary within the meaning of the Swedish Companies Act (2005: 551).

4. INTEREST (a) ' Interest on Fixed Rate Notes Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date. If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified. As used in these Terms and Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to: (A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4(a): (i) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms: (a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

35 (1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and (2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (ii) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360. In these Terms and Conditions: Determination Period means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

(b) Interest on Floating Rate Notes and Index Linked Interest Notes (i) Interest Payment Dates Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either: (A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or (B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment.Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date). If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day on the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is: (1) in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y)

36 above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or (2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or (3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or (4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day. In these Terms and Conditions, Business Day means a day which is both: (A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Luxembourg and each Additional Business Centre specified in the applicable Final Terms; and (B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than Luxembourg and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open. (ii) Rate of Interest The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will-be determined in the manner specified in the applicable Final Terms. (A) ISDA Determination for Floating Rate Notes Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which: (1) the Floating Rate Option is as specified in the applicable Final Terms; (2) the Designated Maturity is a period specified in the applicable Final Terms; and (3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-

37 bank offered rate (EURIBOR), the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms. For the purposes of this sub-paragraph (A), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions. (B) Screen Rate Determination for Floating Rate Notes Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (1) the offered quotation; or (2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph. If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms. (iii) Minimum Rate of Interest and/or Maximum Rate of Interest If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest. (iv) Determination of Rate of Interest and calculation of Interest Amounts The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

38 The Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to: (A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. Day Count Fraction means, in respect of the calculation of an amount of interest for any Interest Period: (i) if "Actual/Actual(ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); (ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365; (iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; (iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360; (v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y-,)] + [30 x (M2 - M^] + (D2 - D^ 360 where: "Y-j" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls; "M^' is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

39 "M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D-(" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D-| will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D-| is greater

than 29, in which case D2 will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y^] + [30 x (M2 - M^] + (D2 - D^ 360

where:

"Y-|" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M-|" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D-j" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D-| will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;and

(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Yt)] + [30 x (M2 - M^] + (D2 - D^ 360

where:

"Y-j" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M-|" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D-|" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case Di will be 30; and

40 "D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30. (v) Notification of Rate of Interest and Interest Amounts The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed (by no later than the first day of each Interest Period) and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth Luxembourg Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression Luxembourg Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in Luxembourg.

(vi) Certificates to be final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4(b), whether by the Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Agent, the Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or the Calculation Agent (if applicable) in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c) Interest on Dual Currency Interest Notes The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms.

(d) Interest on Partly Paid Notes In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.

(e) Accrual of interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (1) the date on which all amounts due in respect of such Note have been paid; and (2) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.

41 5. PAYMENTS (a) Method of payment Subject as provided below: (i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively); and (ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque. Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7.

(b) Presentation of definitive Notes, Receipts and Coupons Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. ,

42 Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding or Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

(c) Payments in respect of Global Notes Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it was presented and such record shall be prima facie evidence that the payment in question has been made.

(d) General provisions applicable to payments The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note. Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if: (i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; (ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and (iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.

(e) Payment Day If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the

43 relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is: (i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (A) the relevant place of presentation; (B) Luxembourg; (C) each Additional Financial Centre specified in the applicable Final Terms; and (ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the'country of the relevant Specified Currency (if other than the place of presentation, Luxembourg and any Additional Financial Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET2 . System is open.

(f) Interpretation of principal and interest Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (i) any additional amounts which may be payable with respect to principal under Condition 7; (ii) the Final Redemption Amount of the Notes; (iii) the Early Redemption Amount of the Notes; (iv) the Optional Redemption Amount(s) (if any) of the Notes; (v) in relation to Notes redeemable in instalments, the Instalment Amounts; (vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(e)); and (vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes. Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7.

6. REDEMPTION AND PURCHASE (a) Redemption at maturity Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

(b) Redemption for tax reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note), on giving not

44 less than 30 nor more than 60 days' notice to the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if: (i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 7), or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Agent a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

(c) Redemption at the option of the Issuer (Issuer Call) If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given: (i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13; and (ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Agent; (iii) (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, to be reflected in the records of Euroclear and Clearstream Luxembourg as either a pool factor or a reduction in nominal amount at their discretion) in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least five days prior to the Selection Date.

45 (d) Redemption at the option of the Noteholders (Investor Put) If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 15 nor more than 30 days' notice (which notice shall be irrevocable) the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms. If this Note is in definitive form, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition. Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.

(e) Early Redemption Amounts For the purpose of paragraph (b) above and Condition 9, each Note will be redeemed at the Early Redemption Amount calculated as follows: (i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; (ii) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or (iii) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula: Early Redemption Amount = RP x (1 + AY)y where: RP means the Reference Price; AY means the Accrual Yield; and y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360, or on such other calculation basis as may be specified in the applicable Final Terms.

46 (f) Instalments Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (e) above.

(g) Partly Paid Notes Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.

(h) Purchases The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. If purchases are made by tender, tenders must be available to all Noteholders alike. All Notes so purchased will be surrendered to a Paying Agent for cancellation.

(i) Cancellation All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to paragraph (h) above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

(j) Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.

7. TAXATION All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or.levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:

47 (a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 5(e)); or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any EC Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (d) presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union. As used herein: (i) Tax Jurisdiction means Sweden or any political subdivision or any authority thereof or therein having power to tax and/or any other territory or political subdivision to the taxing jurisdiction of which the Issuer becomes subject generally; and (ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

8. PRESCRIPTION The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 7) therefor. There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5(b) or any Talon which would be void pursuant to Condition 5(b).

9. EVENTS OF DEFAULT (a) Events of Default If any one or more of the following events (each an Event of Default) shall occur and be continuing: (i) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 14 days in either case; or (ii) if the Issuer fails to perform or observe any of its other obligations under these Conditions and (except in any case where the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days next following the service by a Noteholder on the Issuer of notice requiring the same to be remedied; or (iii) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer or any of its Principal Subsidiaries becomes due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer or any of its Principal Subsidiaries fails to make

48 any payment in respect of any Indebtedness for Borrowed Money on the due date for payment; (iii) any security given by the Issuer or any of its Principal Subsidiaries for any Indebtedness for Borrowed Money becomes enforceable; or (iv) default is made by the Issuer or any of its Principal Subsidiaries in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness for Borrowed Money of any other person, provided that no event described in this Condition 9(a)(iii) shall constitute an Event of Default unless the Indebtedness for Borrowed Money or other relative liability either alone or when aggregated with other Indebtedness for Borrowed Money and/or other liabilities relative to all (if any) other events which shall have occurred and be continuing shall amount to at least €25,000,000 (or its equivalent in any other currency); or (iv) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer or any of its Principal Subsidiaries, save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders; or (v) if the Issuer or any of its Principal Subsidiaries ceases to carry on all or substantially all of its business, (save for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders) or the Issuer or any of its Principal Subsidiaries stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or (vi) if (A) an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any of its Principal Subsidiaries or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of any of them, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of any of them and (B) in any case (other than the appointment of an administrator) is not discharged within 14 days; or (vii) if the Issuer or any of its Principal Subsidiaries initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); then any holder of a Note may, by written notice to the Issuer at the specified office of the Agent, effective upon the date of receipt thereof by the Agent, declare any Notes held by the holder to be forthwith due and payable whereupon the same shall become forthwith due and payable at the Early Redemption Amount (as described in Condition 6(e)), together with accrued interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind.

(b) Definitions For the purpose of these Terms and Conditions: Indebtedness for Borrowed Money means any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of (i) money borrowed, (ii) liabilities under or in respect of any acceptance or acceptance credit or (iii) any notes, bonds, debentures, debenture stock, loan stock or other debt securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash.

49 Principal Subsidiary at any time shall mean a Subsidiary of the Issuer: (i) whose (a) total profits, before tax and extraordinary items, or (b) Total Tangible Assets (as defined below) represent 5 per cent, or more of the consolidated total profits, before tax and extraordinary items, of the Issuer and its consolidated Subsidiaries, or, as the case may be, consolidated Total Tangible Assets of the Issuer and its consolidated Subsidiaries, in each case calculated by reference to the latest audited financial statements of such Subsidiary and the latest audited consolidated financial statements of the Issuer and its consolidated Subsidiaries; or (ii) to which is transferred all or substantially all of the business, undertaking or assets of a Subsidiary which immediately prior to such transfer is a Principal Subsidiary, whereupon the transferor Subsidiary shall immediately cease to be a Principal Subsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary under this sub-paragraph (ii) upon publication of its next audited financial statements; Total Tangible Assets means the aggregate of the book values of the tangible assets of any company or group of companies as at any time and from time to time valued and disclosed in the most recent audited balance sheet or, as the case may be, audited consolidated balance sheet of such company or group of companies. A report by the independent auditors for the time being of the Issuer that in their opinion a Subsidiary of the Issuer is or is not or was or was not at any particular time or throughout any specified period a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties.

10. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

11. PAYING AGENTS The names of the initial Paying Agents and their initial specified offices are set out below. The Issuer is entitled to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that: (a) there will at all times be an Agent and a Paying Agent with its specified office in a country outside each Tax Jurisdiction; (b) so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange (or any other relevant authority); and (c) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to EC Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate

50 effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 13. In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

12. EXCHANGE OF TALONS On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. NOTICES All notices regarding the Notes will be deemed to be validly given if published (i) in a leading English language daily newspaper of general circulation in London, and (ii) if and for so long as the Notes are admitted to trading on, and listed on the Official List of the Luxembourg Stock Exchange, a daily newspaper of general circulation in Luxembourg and/or the Luxembourg Stock Exchange's website, www.bourse.lu. It is expected that any such publication in a newspaper will be made in the in London and the Luxemburger Wort or the Tageblatt in Luxembourg. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange (or any other relevant authority) on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed or admitted to trading on a stock exchange and the rules of that stock exchange (or any other relevant authority) so require, such notice will be published in a daily newspaper of general circulation in the place or places required by the rules of that stock exchange (or any other relevant authority) and/or on the Luxembourg Stock Exchange's website, www.bourse.lu. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg. Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Agency Agreement. Such a meeting may be convened by the Issuer or Noteholders holding not less than

51 five per cent, in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent, in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding! An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. The Agent and the Issuer may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to: (a) any modification (except such modification in respect of which an increased quorum is required as mentioned above) of the Notes, the Receipts, the Coupons or Agency Agreement which is not prejudicial to the interests of the Noteholders; or (b) any modification of the Notes, the Receipts, the Coupons or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter.

15. FURTHER ISSUES The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

16. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

17. GOVERNING LAW AND SUBMISSION TO JURISDICTION (a) Governing law The Agency Agreement, the Deed of Covenant, the Notes, the Receipts and the Coupons and any non-contractual obligations arising out of or in connection with the Agency Agreement, the Deed of Covenant, the Notes, the Receipts and the Coupons shall be governed by, and shall be construed in accordance with, English law.

(b) Submission to jurisdiction The Issuer agrees, for the exclusive benefit of the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have jurisdiction to settle any disputes which may

52 arise out of or in connection with the Notes, the Receipts and/or the Coupons (including a dispute relating to any non-contractrual obligations arising out of or in connection with the Notes, the Receipts and/or the Coupons) and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with the Notes, the Receipts and the Coupons (including any Proceedings relating to any non-contractual obligations arising out of or in connection with the Notes, the Receipts and the Coupons) may be brought in such courts. The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Condition shall limit any right to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.

(c) Appointment of Process Agent The Issuer appoints Securitas Services Holdings UK Ltd at its registered office at St James , 13 Kensington Square, London W8 5HD as its agent for service of process, and undertakes that, in the event of Securitas Services Holdings UK Ltd ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

(d) Other documents The Issuer has in the Agency Agreement and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above.

53 USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes which includes making a profit. If, in respect of any particular issue of Notes which are derivative securities for the purposes of Article 15 of the Commission Regulation No. 809/2004 implementing the Prospectus Directive, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.

54 DESCRIPTION OF THE ISSUER

Overview Securitas AB (publ) (the Company or Securitas) is a public limited liability company, incorporated on 19 August 1987 under the laws of Sweden for an indefinite period. The Company has its registered and administrative office at PO Box 12 307 (Lindhagensplan 70), 102 28 , Sweden and its registration number is 556302-7241. Its telephone number is +46 (0)10 470 30 00. The Company and its subsidiaries (the Group or the Securitas Group) is a provider of security services mainly in and the USA. The Group is highly decentralised, with most decisions made on a local level. The Group consists of three main business segments: Security Services , Security Services Europe (including Aviation Security) and Mobile and Monitoring. The Group has operations in over 35 countries in North America, Latin America, Europe and Asia and has strong market positions in Sweden, , , , France, Belgium, , , and the USA. The number of employees of the Group is approximately 250,000. Group sales in 2008 amounted to SEK 56,572 million. The Group has grown rapidly through both acquisitions and organic growth. Over the last ten years, the Group's sales have increased from SEK 14 billion in 1998 to SEK 57 billion in 2008, equalling an average annual compound growth rate of 15 per cent. Over the past ten years the Group has made major acquisitions in the USA (Pinkerton, APS, First Security and Burns), the (VNV), France (Proteg), Germany (Raab Karcher, G4S' German guarding business) and in . These acquisitions have allowed the Group to build a stable base for further growth.

History and developments The Group's origins date to 1934, when a company active in guard services in , Sweden, Nattvakt, was acquired by Erik Philip-Sorensen. Through the middle part of the century, the Company's predecessor expanded through the acquisition of guard services companies. In 1972, the Group's Swedish operations were separated from the remainder of the operations. In 1986, as it focused its operations on security and away from other service areas, the Group commenced its current programme of expansion through acquisition, as well as organic growth. The Company was incorporated in Sweden in 1987. In 1989, the Group acquired entities in Norway, and Portugal and established operations in . The Company's series B shares have been listed on what is now NASDAQ OMX Stockholm since 1991. Following its listing the Group expanded further. In 1992, it acquired entities in Spain, France, Germany, Austria and Switzerland. In 1993, the Group acquired its first subsidiary in Finland. In 1994, the Company spun off its lock-manufacturing group, now known as , to its shareholders. During the last ten years the Group has continued to acquire entities in the security industry in France, Germany, Spain, the USA, Great Britain, the Netherlands, Portugal, and in Latin America. In 2001 the Group went from a country based organisation to a divisional structure which paved the way for a separation of the Securitas Systems (now Group AB) and Direct divisions which were distributed to the shareholders of Securitas in September 2006 and also for the distribution of the division to the shareholders of Securitas in December 2008. Following the above distributions Securitas is a focused security services company.

Recent Developments and Significant Events 2008 Listing of Loomis AB The most significant event in 2008 was the distribution to the shareholders and the listing of the former cash handling division, Loomis. The Extraordinary General Meeting in Securitas held on 3

55 December 2008 decided, in accordance with the ' proposal, on a dividend to the effect that all shares in the wholly-owned subsidiary Loomis AB would be distributed to the shareholders of Securitas AB. The record date for entitlement to receive share dividend was 8 December 2008 and the first day of trading in Loomis AB on NASDAQ OMX Stockholm was 9 December 2008.

Acquisitions As announced in March 2008 Securitas acquired the security services company GRB Security in the United Kingdom. GRB has annual sales of approximately SEK 49 million with 175 employees. The company provides a full range of security services to its customers in the Midlands, including guarding, mobile patrols and alarm receiving. As announced in May 2008 Securitas acquired the security services companies SATS and Servicios de Seguridad in . The majority of the business is geographically located to the cities Montevideo and Canelonas. Combined, the two companies have operations in guarding, monitoring and alarm response services. The companies have annual sales of approximately SEK 76 million and a total of 1,500 employees. The acquisitions give Securitas a market leading position in Uruguay in the outsourced guarding market. As announced in June 2008 Securitas acquired the security services company FM Seguridad in . The company is operational mainly in guarding, but also in monitoring. It is primarily present in Santiago de Chile and in La Serena in northern Chile. The company has annual sales of approximately SEK 63 million and a total of 1,200 employees. As announced in May 2008 Securitas acquired G4S' guarding and monitoring operations in Germany with annual sales of approximately SEK 795 million. The company has a well diversified contract portfolio with a stable customer base. The acquisition complements Securitas existing German operation both in terms of customers and geography. The company has 4,100 employees. As announced in September 2008 Securitas' subsidiary in Switzerland, Protectas SA, acquired the alarm systems company SH Safe Home SA. SH Safe Home SA operates in the area of installations of alarm systems for private households and has annual sales of approximately SEK 16 million. As announced in September 2008 Securitas acquired the security services company SCP International in . SCP International is a major security services company in Serbia. The company has annual sales of approximately SEK 85 million and about 1,500 employees. As announced in September 2008 Securitas acquired 70 per cent, of the security services company Purzeczko in . Purzeczko operates mainly in guarding but also has mobile patrols, alarm monitoring and fire fighting operations. The company is a strong local security services provider in the Eastern region of Poland, with annual sales of approximately SEK 110 million and about 1,700 employees. As announced in September 2008 Securitas acquired the security services company El Guardian in . The company operates mainly in the northeast and northwest parts of the country. The acquisition strengthened Securitas' position in Argentina. El Guardian has annual sales of approximately SEK 134 million and about 1,200 employees. As announced in October 2008 Securitas' subsidiary Alert Services Holding acquired the company Eureca Benelux Services in Belgium, Eureca (the Satworld group of companies) in the Netherlands and the company LuxTracing, based in Luxembourg. Alert Services — within the Mobile and Monitoring segment — operates a tracking and tracing network throughout most EU countries. With these three separate acquisitions, Alert Services increased its ability to deliver a more complete service to its customers. The total employment in the three companies is 30 persons and the total annual sales of the three companies is approximately SEK 70 million.

56 During 2008 Securitas also acquired S.O.B Objektschutz in Stuttgart, Germany. The company, which specialises in security for fairs and exhibitions, has annual sales of SEK 84 million and 500 employees. As announced in December 2008 Securitas acquired the security services company Agency of Security Fenix in the and . The company has annual sales of approximately SEK 164 million and about 1,250 employees. Agency of Security Fenix is a strong market player in the Czech Republic and with this acquisition Securitas has a market leading position in security services in the Czech Republic. As announced in December 2008 Securitas acquired the security services company Grupo Guardias Blancas in . The company has annual sales of approximately SEK 69 million and about 1,500 employees. The company specialises in security services for the tourism industry in the south-east of Mexico, but also has operations in the retail, commercial and maritime segments. With this acquisition Securitas is one of the largest security services companies in Mexico. The acquisition has been consolidated within Securitas from 1 January 2009. As announced in December 2008 Securitas has acquired the security services company Polic Secuforce in . The company has annual sales of approximately SEK 19 million. The company has a broad contract portfolio, mainly in the education segment. The acquisition has been consolidated within Securitas from 1 January 2009.

New security system - Security Services Trucks and Securitas has launched a new security system in the spring 2008. The security system is aimed at lowering the risk of theft, hijacking and other threats. The security concept is based on Dynafleet, Volvo's already existing transport information system. Volvo Trucks is behind the development of the technology while Securitas is responsible for the actual operation of the system.

New loan facilities In January 2008 Securitas signed a SEK 3 billion club deal Credit Facility maturing in 2010. Furthermore, Securitas signed a SEK 1,5 billion bilateral Revolving Credit Facility in March 2008 which matures in 2009.

Credit rating On 12 June 2008 Moody's long-term credit rating of Securitas was withdrawn at Securitas' request. Securitas will continue to be rated by Standard & Poor's where the ratings currently assigned are: long-term BBB+, short-term A-2 and Nordic short term K-1.

Eurobond loan and US Securitisation Programme On 14 March 2008 the EUR 500 Eurobond of Securitas matured and was paid back in full. The USD 250 million US Securitisation Programme matured in June 2008 and was also paid back in full.

EMTN Programme On 11 July 2008 Securitas issued EUR 45 million Floating Rate Notes under its EUR 1,500 million Euro Medium Term Note Programme. The notes have a five year bullet maturity on 11 July 2013.

Further recent developments - Significant Events The consolidated unaudited interim financial statements of Securitas, for the twelve month period ended 31 December 2008, which is incorporated by reference as set out at page 16 in this Offering Circular, describes further recent developments.

57 Recent Developments and Significant Events 2009 Acquisitions In January 2009, Securitas acquired the remaining outstanding shares in CPI in , which was acquired in April 2007, and Securitas is now the sole owner of the company. As announced in February 2009 Securitas acquired the Hawaiian commercial business contracts and assets of the security services company Akal Security. The acquisition of these contracts and the addition of over 300 security officers strengthened Securitas' market leading position in security services in the State of Hawaii. With this acquisition, Securitas employs over 2,700 employees in Hawaii. The acquisition has been consolidated within Securitas as of 20 February 2009. As announced in February 2009 Securitas agreed to acquire the commercial contracts and operational assets of the security services company Moore Security LLC, Clarksville, USA. The sales generated by the acquired contracts is approximately SEK 140 million. Moore Security, with approximately 650 employees, has a very balanced and diverse customer portfolio in terms of sizes and vertical markets in Indiana and Kentucky. The acquisition will strengthen Securitas' market leading position in this area. The acquisition will be consolidated within Securitas as of 13 March 2009.

EMTN Programme On 5 February 2009 Securitas issued EUR 45 million Floating Rate Notes under its EUR 1,500 million Euro Medium Term Note Programme. The notes have a five year bullet maturity on 5 February 2014.

Business Segments Security Services North America Security Services North America provides specialised guarding services in the three countries of the North American continent: , USA and Mexico. It consists of 17 business units: one organisation for National and Global Accounts; ten geographical regions and three specialty customer segments (Automotive, Government Services and Energy) in the USA; plus Canada, Mexico and Pinkerton Consulting & Investigations. All in all, there are 97 geographical areas, over 600 branch offices and more than 100,000 employees. Security Services North America has service offerings in all customer segments in nearly every industry. Sales in 2008 amounted to SEK 21,327 million.

Security Services Europe As of 1 January 2007 the Securitas European guarding operation consists of Security Services Europe, providing specialised guarding operations for large and medium sized customers in 23 countries and Aviation, providing airport security in ten countries. The organisation has more than 800 branch offices and more than 100,000 employees. Sales in 2008 amounted to SEK 28,737 million.

Mobile and Monitoring Mobile provides mobile security services for small and medium-sized businesses. Services range from beat patrol, call-out services, and city patrol to key-holding services. The customer base consists of firms that cannot have or do not need a full-time security service. Mobile operates in 11 countries across Europe and has 8,600 employees in 37 regions and 274 branches. Monitoring provides electronic alarm surveillance, and operates under the name of Securitas Alert Services. Its core business is to provide independent alarm, security and safety monitoring

58 services for both homes and businesses. Securitas Alert Services operates in ten countries across Europe and has more than 700 employees. Sales in 2008 amounted to SEK 5,546 million.

Strategy In 2007 Securitas began the implementation of a new business strategy for the future. Step by step Securitas customers will see a more specialised organisation, in which Securitas will develop its knowledge and expertise according to the needs of each customer segment. The strategy contains three cornerstones: specialisation and customised solutions, expansion of Mobile and Monitoring, and increased global presence. The first steps of specialisation were taken in 2006 by the listing of Securitas Systems (now Niscayah Group AB) and Securitas Direct on what is now NASDAQ OMX Stockholm. Mobile and Monitoring are as of 1 January 2007 operating as a separate business segment, improving the focus on this market segment which is expected to result in accelerated growth. Mobile provides mobile security services for small and medium-sized businesses and Monitoring provides electronic alarm surveillance services. Further, in line with the process of specialisation, Loomis was listed on the NASDAQ OMX Stockholm in December 2008. The strategy for improved profitability is to put the customer in focus and create additional customer value by providing more customised solutions, which can include more technology, combined contracts and the ability to deliver high quality services to customers on a global basis. Furthermore, Securitas will step by step move from a geographically market driven organisation to a gradually more customer segment focused organisation. The strong functional line of command and the culture of decentralised profitability responsibility will remain even if branch offices, where market penetration allows and justifies it, will be specialised by customer segments. The pace and degree of specialisation and segmentation will vary from country to country. However, in all markets Securitas will in addition to the segmentation strategy also increase investments in and focus on competence, security tools and solutions and web based support systems. In order to accelerate organic growth in the business segment Mobile and Monitoring major investments have been made in sales resources and opening up new routes. The investment in new markets will selectively continue as a step in building a larger global footprint supporting global contracts with major customers. The result of the strategy is expected to gradually improve margins, growth, customer value and the quality of the security services provided. It is also expected that improved quality services will provide customers with added values and thus allowing Securitas to improve employee conditions, resulting in improved status of the security officers and a lower employee turnover.

The Market Growing market* The global guarding services market is estimated to be worth about SEK 422 billion in 2007 and the North American and European markets together account for approximately 72 per cent, of this. The European guarding services market is estimated to be worth SEK 176 billion in 2007 and the Company's market share is about 17 per cent. The North American security market is estimated to be worth SEK 125 billion in 2007 and the Company's market share is about 16 per cent. The Company's market share in the US guard services market is about 18 per cent, in 2007.

Source: Securitas and Freedonia

59 Main Growth Drivers The growing technical and financial complexity of society, hence greater vulnerability, as well as high crime rates, drive the growth of the security market. Increasing specialisation in various sectors promotes outsourcing of security work. Decisive factors for the rate of outsourcing are the commercial structure in each country and the security industry's own activities. The need for security is increasing and diversifying. In order to successfully exploit growth in the market, an understanding of how security needs evolve for different types of customer is required. The trend is towards increasingly specific requirements within individual industries or sectors. This specialisation of security requirements leads to demand for entirely new types of services - airport security is one example of a sen/ice that barely existed a couple of decades ago. The challenge is to first select customer groups, and then to build and deliver the right solutions. This is the basis for continued and accelerated organic growth. It is also the basis for future acquisitions. Other key growth drivers are perceived crime rates and increased cost of business interruptions.

Legal Disputes Update on the events of 11 September 2001 Globe Aviation Services Corporation (Globe), a subsidiary corporation within the Securitas Group, had a contract for the provision of passenger checks and screening with American Airlines. One of the American Airlines planes that were hijacked was screened by Globe at Logan Airport, Boston. A detailed account of the developments surrounding the events of 11 September 2001 has been presented in press releases, interim and annual reports for 2001-2007. For the most recent published background information, please refer to Securitas Annual Report for 2007, Note 38, Contingent Liabilities on page 80. All bodily injury cases naming Globe as a defendant have been settled. Most death cases involving Globe or other Securitas affiliates have been settled to date. Three death and 18 property cases remain. The property damage plaintiffs are consenting to the settlement of these death cases. The statutory liability cap that is in favour of Globe and its affiliates remains in effect.,

Spain - Overtime compensation All major security companies in Spain have been compensating their employees in respect of overtime work in accordance with a labour agreement covering the period 2005 to 2008. In February 2007, the Spanish Supreme Court ruled that the overtime compensation under the existing labour agreement was not in compliance with Spanish law. The potential exposure in respect of overtime compensation payable to employees of the security services and guarding companies in Spain has increased due to the failure of the major security companies and the local unions to negotiate a settlement agreement on the overtime compensation. A petition has been lodged with the lower court in Spain seeking specific guidance as to how overtime compensation shall be calculated. A judgment was rendered in January 2008 giving guidelines on calculation of overtime pay which substantially accepted the views of the employers. The judgment has been appealed by the local unions. A decision in the matter is not expected until mid 2009. In the absence of final guidance on overtime compensation Securitas has chosen to apply the guidelines given by the court for salary payments to be paid in 2008. For historic overtime compensation Securitas will await the outcome of the appeal. Securitas will have to prepare for several suits from employees and former employees in respect of historic overtime compensation. Simultaneously, one industry association has commenced legal proceedings in an attempt to invalidate the current collective bargaining agreement due to an alleged imbalance created by the earlier decision on overtime pay by the Supreme Court. In a judgment rendered in January 2008

60 the court ruled—on procedural grounds—against the industry association. It has now appealed the court decision. Judgment in the appeal is not expected until mid 2009. The various business segments of Securitas are already the target of several labour claims in Spain and the number of claims is increasing. For the historic overtime compensation a provision was recognised as of 31 December 2007. Securitas will vigorously defend its position in the appeal.

Germany - Heros The German cash handling operations were divested in November 2005 to the German Heros group. In February 2006 the Heros group of companies filed for insolvency under German law. In connection with the foregoing the insolvency trustee is examining all relevant prior transactions of the insolvent companies, including the German cash handling companies which Securitas sold to the Heros Group. Following his investigation the trustee has raised questions relating to pre- acquisition transactions in the divested companies alleging possible material future claims. On 7 April 2008 the insolvency trustee advised Securitas that according to the trustee the Heros companies (in bankruptcy) may have substantial monetary claims on Securitas Germany and that in the absence of a mutual understanding and agreement on the questioned transactions Heros will commence legal action against Securitas Germany. The claims of the Heros companies are based on the trustees current understanding of the subject transactions resulting in the allegation that certain inter-company transactions (set-offs) performed by Securitas Germany prior to the sale of the companies were not in compliance with German law. Heros aggregated claims on Securitas Germany amounts to approximately EUR 108 million. Heros is in addition requesting Securitas Germany to re-assign a claim against the insurance company IF which was kept by Securitas in the divestiture. Securitas will object to the claims raised by the trustee. As of 31 December 2006 a minor provision was recognised to cover the known exposure in the Heros claim at that time. This provision remains unchanged. No additional provision has been established for the recent claim.

Germany - US Army As advised in the Annual Report 2007 Securitas Germany has filed a law suit against the US Army for unpaid services under a now expired contract for guarding services. Securitas claim is approximately EUR 4.4 million. The US Army has filed a counterclaim of EUR 10.5 million plus penalties (requesting also treble damages under US law) alleging over-billings of 550,000 hours by Securitas. An independent auditing firm has been engaged to assist in the investigation of the claim. Based on Securitas US counsel's current evaluation of the Securitas claim and the conclusions of the auditing firm, Group management view a settlement solution as a possible option for Securitas. Settlement discussions are therefore agreed with the US Army and are ongoing.

Brazil - Estrela Azul As advised in the Annual Report 2007 Securitas in 2005 started a process to acquire the Estrela Azul Group in . Due to the poor financial development of Estrela Azul during the acquisition period the transaction was never completed by Securitas. Following the termination of the negotiations, the financially distressed Estrela Azul companies filed for protection from creditors under a judicial restructuring procedure. The financial problems of Estrela Azul have led to a number of former Estrela Azul employees suing Estrela Azul and Securitas. The number of labour law suits involving Securitas increased in 2008. The claimed amounts are normally low. The defence of the case has been entrusted to one of the leading law firms in Brazil. Securitas denies all responsibility for such claims.

61 Group Structure The Group comprises Securitas and approximately 360 subsidiaries located in over 35 countries. Securitas is the of the Group and its assets are substantially comprised of shares in such companies. The Company does not conduct any business itself and is accordingly dependent on the Group companies and the revenues received by them. The chart below sets out subsidiaries directly held by Securitas as at 31 December 2008.

Securitaa AB Sweden

Seeurtta* Alert Sarvitei Glob* Partner Securrtas Polaka /Sacuritas Servteea\ /$Securita« * Seguridad > Sacurttaa Ai^ation SarvtcM SAE SL Staherhert GmbH Sp. i.o. o 1 Intarnational B.V. 1 I Holding S.L. Poltka SP. i.o.o Germany Holding a I Poland BOS Poland V NethertandsJ V Spain A

SECURITAS Alert Services SacurituUAE 1 /saaJrttaiN«dte\ ' Sacurttas Services^ Qrupo Securttas Securrtai Transport Inveament LLC Dubai Deutachland Holding NY SeeurttaaKFT I ( Holding AB I Holding UK Lid Maxloo.SA.deC.V I—I Aviation Security A8 |_ United Aran Emfmlu \Flnanz Holding QMbHJ Belgium 09.99% Hungary I V Switzerland J Craat Britain Sweden

Walaons Service* Securftaa Treatury Securrtai Qraup Sacurttaa EESTI AS I Private Limited Inland Ltd Ralnsuranca Ltd J 49% Iralard I Eatonla I Securflaa Argentina Securttaa Service* SECUfilTAS '—| S'JV. D.O.O. SERVICES ROMANIA) Sarbla 99.8% Romania 87.75% H Sacurftaa Sleharhattt-1 Talalarrn Security ^ densttalstungen Syalama Pic Ltd GmbH Austria

PntMu SA I Sacurttaa Invwt AB I ( Securitaa HcWinga \

I Swilzarland I Sweden I t Inc. USA J~

Share Capital Securitas share capital amounted to SEK 365,058,897 as of 31 December 2008, divided among an equal number of shares, each with a quota value of SEK 1.00. Of these shares, 17,142,600 are Series A shares and 347,916,297 are Series B shares. Each Series A share carries ten votes and each Series B share one vote. The market capitalisation as of 31 December 2008, was SEK 23,455 million.

Ownership Structure At 31 December 2008, Securitas had 27,616 shareholders. The principal shareholders as of 31 December 2008, are Investment AB Latour, which together with Forvaltnings AB Wasatornet, Sakl AB and Karpalunds Angbryggeri, holds 11.6 per cent, of share capital and 30 per cent, of votes and Melker Schorling AB, which holds 5.6 per cent, of share capital and 11.8 per cent, of votes. Institutional investors accounted for 96 per cent, of total share capital and investors outside Sweden accounted for 42 per cent, of the capital and 29 per cent, of the votes, while the ten largest shareholders account for 40.2 per cent, of the capital and 59.9 per cent, of the votes as of 31 December 2008.

62 Ten largest shareholders as at 31 December 2008*

Shareholder Series Series A-shares B-shares % of capital % of votes Gustaf Douglas via companies .. 12,642,600 29,589,080 11.6 30.0 Melker Schorling via Melker Schorling AB 4,500,000 16,003,900 5.6 11.8 Alecta pension fund 0 16,360,000 4.5 3.2 SEB Investment Management .. 0 14,637,512 4.0 2.8 JP Morgan Chase Bank 0 11,587,790 3.2 2.2 Robur Funds .. .. 0 10,243,396 2.8 2.0 Casels Bank 0 8,360,174 2.3 1.6 Second AP Fun .. 0 8,006,648 2.2 1.5 Northern Trust Company .. .. 0 7,770,056 2.1 1.5 Fourth AP Fund..; 0 6,996,051 1.9 1.4 Total, ten largest shareholders 17,142,600 129,255,607 40.2 59.9

Board of Directors and Group Management Board of Directors The Board of Directors consists of ten members elected by the Annual General Meeting, three employee representatives and two deputy employee representatives. Set out below are brief details of the members of Securitas' Board of Directors. Melker Schorling (Chairman) Mr Schorling was appointed to the Board of Directors in 1987 and to Chairman in 1993. Mr Schorling's previous experience includes posts as President and CEO at Securitas AB 1987-1992 and President and CEO of AB 1993-1997. His other current assignments includes posts as Chairman of Melker Schorling AB, AarhusKarlshamn AB, Hexagon AB and Niscayah Group AB, Vice Chairman of Assa Abloy AB and Director of Hennes & Mauritz AB. Mr Schorling holds a BSc in Economics and Business Administration from School of Economics. Alf Goransson Mr Goransson was appointed to the Board of Directors in 2007. He is President and CEO of Securitas. His previous experience includes the post as CEO of NCC AB, 2001-2007, CEO of Svedala Industri AB, 2000-2001, Business Area Manager at Cardo Rail, 1998-2000, and President of Swedish Rail Systems AB in the Scancem Group, 1993-1998. He is currently Chairman of the Lund Institute of Technology, Director of the Stockholm Chamber of Commerce and Axel Johnson Inc., USA. Mr Goransson holds an international BSc in Economics and Business Administration from Gothenburg University. Annika Falkengren Ms Falkengren was appointed to the Board of Directors in 2003. Her previous experience includes several executive positions within SEB. She is currently President and Group Chief Executive Officer at SEB and Director of Ruter Dam, IMD Foundation and Mentor. Ms Falkengren holds a B.A. in Business Administration and Economics. Sofia Schorling Hdgberg Ms Schorling Hogberg was appointed to the Board of Directors in 2005. Her previous experience includes a post as Trademark consultant at Essen International AB. She is currently Director of Melker Schorling AB. Ms Schorling Hogberg holds a BSc in Economics and Business Administration.

Source: Euroclear Sweden AB (the Swedish Central Securities Depository) and changes known to Securitas.

63 Stuart E. Graham Mr Graham was appointed to the Board of Directors in 2005. His previous experience includes several executive positions in the construction industry including 17 years with Skanska AB. Mr Graham holds a BSc in Economics. Carl Douglas Mr Douglas was appointed to the Board of Directors in 1999. He has been Deputy Director of Securitas since 1992. He was previously a business owner. He is currently Director of Assa Abloy AB, Niscayah Group AB, Swegon AB and Sakl AB. Mr Douglas holds a Bachelor of Arts. Berthold Lindqvisi Mr Lindqvist was appointed to the Board of Directors in 1994. His previous experience includes posts as Executive Vice President of Wilhelm Sonesson AB 1983-1984 and as President and CEO of Gambro 1984-1998. He is currently Chairman of Munters AB, and Director of Cardo AB, Trelleborg AB and JM AB. Mr Lindqvist holds an Ing. Med. Dr.hc. Fredrik Palmstierna Mr Palmstierna was appointed to the Board of Directors in 1985. His previous experience includes the position as CEO of Sakl AB since 1997. He is currently Director of Sakl AB, Investment AB Latour, AB Fagerhult, Hultafors AB, Nobia AB and Academic Work AB. Mr Palmstierna holds a BSc in Economics and Business Administration and a MBA. Marie Ehrling Ms Ehrling was appointed to the Board of Directors in 2006. Her previous experience includes posts as CEO of TeliaSonera Sweden 2003-2006, deputy CEO of SAS AB, responsible for SAS Airlines and other executive positions at SAS, Information Secretary at the Swedish Ministry of Finance and the Swedish Ministry of Education and Research and financial analyst at Fj&rde AP- fonden. She is currently Director of Nordea Bank AB, Oriflame Cosmetic SA, HomeMaid AB, Safegate AB, CASL at Stockholm School of Economics and Director of World Childhood Foundation. Ms Ehrling holds a BSc in Economics and Business Administration.

Fredrik Cappelen Mr Cappelen was appointed to the Board of Directors in 2008. His previous experience includes President and Group Chief Executive of Nobia 1995-2008, Marketing Director of Stora Finepaper, President of Kaukomarkkinat International Sweden and Norway and President of Kaukomarkkinat GmbH, Germany. He is currently Chairman of Byggmax Group AB, Chairman of Svedbergs AB, Director of Cramo Oy, Director of Munksjo AB and Vice Chairman of ICC Sweden. Mr Cappelen holds a BSc in Business Administration.

Employee representatives Susanne Bergman Israelsson Ms Bergman Israelsson is Security officer at Securitas Sverige AB. She is an Employee representative and Chairman of Swedish Transport Workers' Union local branch 19 in Norra Malardalen. Ms Bergman Israelsson was appointed to the Board of Directors in 2004. Ase Hjelm Ms Hjelm is an Employee representative, and a member of the Salaried Employees Union. Ms Hjelm was appointed to the Board of Directors in 2008. Jan Prang Mr Prang is an Employee representative. He was appointed to the Board of Directors in 2008.

64 Deputy employee representatives Joakim Hellmouth Mr Hellmouth has been Deputy Director of Securitas AB since 2007. He is an Employee Representative and a member of the Swedish Transport Workers' Union. Thomas Fanberg Mr Fanberg has been Deputy Director of Securitas AB since 2008.

Group Management Set out below are brief details of the Company's Group Management. Alf Gdransson Mr Goransson is President and CEO of Securitas. His previous experience includes posts as CEO of NCC AB, 2001 -2007, CEO of Svedala Industri AB, 2000-2001, Business Area Manager at Cardo Rail, 1998-2000, and President of Swedish Rail Systems AB in the Scancem Group, 1993-1998. Mr Goransson holds an international BSc in Economics and Business Administration from Gothenburg University. Santiago Galaz Mr Galaz is Divisional President of Security Services North America. He joined Securitas in 1995 and was appointed Divisional President of Security Services North America in March 2003. William Barthelemy Mr Barthelemy is Chief Operating Officer of Security Services North America. He has worked in many field capacities, including Scheduling, Operations Manager, Branch Manager, Regional Operations Director and Region President. Mr Barthelemy holds a Criminology Degree from Indiana University of Pennsylvania and he is an active member of the American Society of Industrial Security, as well as the National Association of Chiefs of Police. Bart Adam Mr Adam is Divisional President of Security Services Europe. He joined the Group of Securis in Belgium (AviaPartner) in 1988 as a financial controller and since then he has worked in different financial and operational functions. He was appointed Divisional Controller for Security Services Europe in 2002. Mr Adam holds a Commercial Engineering degree from the University of Leuven, Belgium. Erik-Jan Jansen Mr Jansen is Chief Operating Officer of Security Services Europe. He joined Securitas in 1996 and has held several management positions in Securitas, previously Country President of Securitas Services Netherlands. Mr Jansen holds a Bachelor degree in Business Administration from the Hotel Management School in Maastricht. Morten Ronning Mr Ronning is President of Mobile. He joined Securitas in 1985 as a supervisor for Security Services in Stavanger, Norway after five years in the Military Police. His experience includes posts as Managing Director of Securitas AS in Norway, Vice President of Security Services Europe and Managing Director of Security Services UK and Ireland. Lucien Meeus Mr Meeus is President of Alert Services. His previous experience includes posts as Plant Manager, Commercial Director and Division Manager of Raychem Corporation (now Tyco) andTD Williamson. In 1997 Mr Meeus joined the security industry and started a new company, Belgacom Alert Services, specialising in the alarm monitoring. Belgacom Alert Services became a wholly owned subsidiary of Securitas AB in 2005. Mr Meeus graduated as a Technical Engineer in Mechelen, Belgium and completed his education with a Post Graduate Business Administration at

65 UFSIA, Antwerp, Belgium and a Post Graduate of the Partnerships Program at IMD, Lausanne, Switzerland. Olof Bengtsson Mr Bengtsson is Senior Vice President of Corporate Finance. He joined the Securitas Group in 1993 as Group Treasurer and has been responsible for the Corporate Finance function since 1999. His previous experience includes positions in treasury and corporate finance in the Group between 1985-1987 and in the STORA Group between 1988-1993. Mr Bengtsson has a B.Sc. in Finance and Business Administration from the Stockholm School of Economics. Bengt Gustafson Mr Gustafson is Senior Vice President Chief Legal Counsel. He was employed by Securitas in 2007. Mr Gustafson's previous experience includes posts as Chief Legal Officer of Metso Minerals and Chief Legal Counsel of Svedala Industri AB. In addition to his Swedish law degree Mr Gustafson holds a Masters of Law degree from University of California, Berkeley, USA. He was President of European Company Lawyers Association between 2004 and November 2007. Gisela Lindstrand Ms Lindstrand is Senior Vice President of Corporate Communications and Public Affairs. She came to Securitas in 2007 from Pfizer AB, where she was the Government Affairs Director 2004-2007. Her experience includes posts as Press Relations Manager at NCC AB and Information Director at SABO AB. Ms Lindstrand also was Press Relations Manager and Political Advisor to the former Swedish Prime Minister Ingvar Carlsson 1989-1996. Ms Lindstrand holds a degree in Political science from Uppsala University. Jan Lindstrom Mr Lindstrom is Senior Vice President of Finance. He joined Securitas in 1999 as controller for the Group's treasury in Dublin. In 2003 he was appointed to head the Group's reporting function at the head office in Stockholm. Mr Lindstr6m holds a B.Sc. in Economics and Business Administration from Uppsala University and worked as an Authorised Public Accountant in PricewaterhouseCoopers between 1991 and 1999. The business address of each member of the Board of Directors and Group Management is Securitas AB (publ), Box 12307 (Lindhagensplan 70), 102 28 Stockholm, Sweden. Securitas is not aware of any potential conflicts of interest between the duties to Securitas of the persons listed in this section "Board of Directors and Group Management" and their private interests or other duties. Matters may come before the Board of Directors as to which one or more members of the Board of Directors has a potential conflict of interest. In the event that any conflict of interest is deemed to exist in any matter, the member of the Board of Directors subject to the conflicting interests will not handle or participate in any decision relating to the matter.

66 TAXATION

The statements below are of a general nature and are based on certain aspects of current tax laws, regulations, rulings and decisions now in effect, all of which are subject to change. The comments relate to the position of persons (other than Dealers) who are the absolute beneficial owners of the Notes and interest thereon but are not exhaustive and may not apply to certain classes of persons. Neither such statements nor any other statements in this Offering Circular are to be regarded as advice on the tax position of any Noteholder or any person purchasing, selling or otherwise dealing in Notes. Prospective holders of Notes and Noteholders who are in doubt about their tax position should consult their own professional advisers.

Luxembourg Taxation Withholding Tax

(i) Non-resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the laws of 21 June 2005 (the Laws) mentioned below, there is no withholding tax on payments of principal, premium or interest made to non-resident holders of Notes, nor on accrued but unpaid interest in respect of the Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Notes held by non-resident holders of Notes. Under the Laws implementing the EC Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments and ratifying the treaties entered into by Luxembourg and certain dependent and associated territories of EU Member States (the Territories), payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual beneficial owner or a residual entity, as defined by the Laws, which is a resident of, or established in, an EU Member State (other than Luxembourg) or one of the Territories will be subject to a withholding tax unless the relevant recipient has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of his/her country of residence in the required format to the relevant paying agent. Where withholding tax is applied, it is currently levied at a rate of 20 per cent, and will be levied at a rate of 35 per cent, as of 1 July 2011. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Laws would at present be subject to withholding tax of 20 per cent.

(ii) Resident holders of Notes Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005 (the Law) mentioned below, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Notes held by Luxembourg resident holders of Notes. Under the Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 10 per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of interest under the Notes coming within the scope of the Law would be subject to withholding tax of 10 per cent.

67 Sweden The following summary is of a general nature only and is included here for information purposes for non-residents of Sweden. The Issuer has been advised that under Swedish tax laws in effect on the date of this Offering Circular there is no withholding tax in respect of payments of interest or principal or payment of any redemption amount on the redemption of Notes to non-residents of Sweden for tax purposes made by the Issuer in Sweden in respect of any Notes, Receipts or Coupons nor are any Swedish taxes payable by Noteholders, Receiptholders or Couponholders not resident for tax purposes in Sweden or for any other reason subject to Swedish income tax or any other Swedish taxes on interest or principal received in respect of any Notes, Receipts or Coupons or payment received on redemption of any Notes. Thus, Noteholders, Receiptholders and Couponholders who are not resident for tax purposes in Sweden or for any other reason subject to Swedish income tax or any other Swedish taxes are not liable to Swedish tax on receipt of interest or principal on, or redemption of, or on capital gains on the sale of any Notes, Receipts or Coupons.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income under which Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories, including Switzerland, have adopted similar measures (a withholding system in the case of Switzerland). On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. If any of these proposed changes are made in relation to the Directive, they may amend or broaden the scope of requirements described above.

68 SUBSCRIPTION AND SALE

The Dealers have, in a programme agreement (the Programme Agreement) dated 6 March 2009, as amended or supplemented from time to time, agreed with the Issuer a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the Notes". In the Programme Agreement, the Issuer has agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.

Selling Restriction under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Offering Circular as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:

69 (a) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) at any time, to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) at any time; to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (a) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that: (i) in relation to any Notes having a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21 (1) of the FSMA does not apply to the Issuer; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Sweden

Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree that it will not, directly or indirectly, offer for subscription or purchase or issue invitations to subscribe for or buy or sell any Notes or distribute any draft or definitive document in relation to any such offer, invitation or sale in Sweden

70 except in circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the Swedish Financial Instruments Trading Act (lag (1991:980) om handel med finansiella instrument).

Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended, the FIEA) and each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Control Law (Law No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws and regulations of Japan.

France Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that, it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this Offering Circular, the relevant Final Terms or any other offering material relating to Notes, and that such offers, sales and distributions have been and will be made in France only to (a) providers of investment services relating to portfolio management and for the account of third parties and/or (b) qualified investors (investisseurs qualifies) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monetaire et financier.

General Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer nor any of the other Dealers shall have any responsibility therefor. None of the Issuer and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.

71 GENERAL INFORMATION

Authorisation The establishment and update of the Programme and the issue of Notes have been duly authorised by the resolutions of the Board of Directors of the Issuer dated 13 February 2009.

Listing, Approval and Admission to Trading Application has been made to the CSSF to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. A legal notice relating to the Programme and the constitutional documents of the Issuer are being lodged with the Luxembourg trade and companies register (Registre de commerce et des societes, Luxembourg) where such documents may be examined and copies obtained. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).

Documents Available For the period of 12 months following the date of this Offering Circular, copies of the following documents will, when published, be available for inspection only from the registered office of the Issuer and from the specified offices of the Paying Agents for the time being in London and Luxembourg and (ii), (iii), (v) and (vi) will be available for collection free of charge: (i) the constitutional documents (with an English translation thereof) of the Issuer; (ii) the audited consolidated and non-consolidated financial statements of the Issuer in respect of the financial years ended 2006 and 2007, in each case together with the audit reports in connection therewith. The Issuer currently prepares audited consolidated and non- consolidated accounts on an annual basis; .(iii) the most recently published audited annual financial statements of the Issuer and the most recently published unaudited interim financial statements (if any) of the Issuer, in each case together with any audit or review reports prepared in connection therewith. The Issuer currently prepares unaudited consolidated interim accounts on a quarterly basis which also include unaudited non-consolidated interim accounts relating to the Issuer; (iv) the Programme Agreement, the Agency Agreement, the Deed of Covenant and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons; (v) a copy of this Offering Circular; (vi) any future offering circulars, prospectuses, information memoranda, supplements to this Offering Circular and Final Terms (save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or the relevant Paying Agent, as the case may be, as to its holding of Notes and identity) and any other documents incorporated herein or therein by reference; and (vii) in the case of each issue of Notes admitted to trading on the Luxembourg Stock Exchange's regulated market subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).

72 In addition, copies of this Offering Circular, each Final Terms relating to Notes which are admitted to trading on the Luxembourg Stock Exchange's regulated market and each document incorporated by reference are available on the Luxembourg Stock Exchange's website at www.bourse.lu.

Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address for Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L- 1855 Luxembourg.

Conditions for determining price The price and amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change There has been no significant change in the financial or trading position of the Issuer or the Group since 31 December 2008 and there has been no material adverse change in the prospects of the Issuer since 31 December 2007.

Litigation Except as described on page 60 onwards under the heading "Legal Disputes", neither the Issuer nor any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer or the Group.

Auditors The consolidated financial statements of the Issuer for the two financial years ended on 31 December 2006 and 31 December 2007, have been prepared in accordance with International Financial Reporting Standards and audited without qualifications in accordance with generally accepted auditing standards in Sweden by PricewaterhouseCoopers AB. PricewaterhouseCoopers AB is associated with FAR SRS, the institute for the accounting profession in Sweden. The auditors of the Issuer have no material interest in the Issuer. The address of the auditors can be found on the last page of this Offering Circular.

Post-issuance Information Save as set out in the Final Terms, the Issuer does not intend to provide any post-issuance information in relation to any assets underlying issues of Notes constituting derivative securities.

73 THE ISSUER

Securitas AB (publ) PO Box 12 307 102 28 Stockholm Sweden

ARRANGERS

BNP PARIBAS Deutsche Bank AG, London Branch 10 Harewood Avenue Winchester House London NW1 6AA 1 Great Winchester Street United Kingdom London EC2N 2DB United Kingdom

ISSUING AND PRINCIPAL PAYING AGENT

BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich Howald-Hesperange L-2085 Luxembourg

PAYING AGENT

BNP Paribas Securities Services, London Branch 55 Moorgate London EC2R 6PA United Kingdom

LEGAL ADVISERS

To the Issuer as to Swedish law To the Dealers as to English law Mannheimer Swartling Allen & Overy LLP PO Box 4291 One Bishops Square SE-203 14Malmo London E1 6AD Sweden United Kingdom

AUDITORS

To the Issuer PricewaterhouseCoopers AB Torsgatan 21 113 97 Stockholm Sweden

74 DEALERS Banc of America Securities Limited Barclays Bank PLC Bank of America 5 The North Colonnade 5 Canada Square Canary Wharf London E14 5AQ London E14 4BB United Kingdom United Kingdom

BNP PARIBAS Citigroup Global Markets Limited 10 Harewood Avenue Citigroup Centre London NW1 6AA Canada Square United Kingdom Canary Wharf London E14 5LB United Kingdom

Commerzbank Aktiengesellschaft Danske Bank A/S 60 Gracechurch Street 2-12 Holmens Kanal London EC3V OHR DK-1092 Copenhagen K United Kingdom Denmark

Deutsche Bank AG, London Branch Nordea Bank Danmark A/S Winchester House Christiansbro, Strandgade 3 1 Great Winchester Street DK-1401 Copenhagen K London EC2N 2DB Denmark United Kingdom

Skandinaviska The Royal Bank of Scotland pic Enskilda Banken AB (publ) 135 Bishopsgate Kungstradgardsgatan 8 London EC2M 3UR 106 40 Stockholm United Kingdom Sweden

LUXEMBOURG LISTING AGENT BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich Howard-Hesperange L-2085 Luxembourg

75 printed by eprlntffnanctof.com tel: + 44 (0) 20 7613 1800 document number 4096